Offer Letter Agreement



 Exhibit 10.9 
 

 
 CONFIDENTIAL 
 June 12,
2007 
 Jeffrey L. Wong 
 Dear Jeffrey: 
 It has been a real pleasure discussing the opportunities ahead for Raining Data Corporation. We believe that you have the background and experience that
we need to help us grow in our new directions, and we are pleased to offer you a position with Raining Data Corporation (the “Company”) as its Vice President, Marketing. In that regards, the following are the details of this offer of
employment: 
 Title 
 Your title will be
Vice President of Marketing. In this position, you will report directly to me. 
 Base Compensation 
 Your initial annual base salary will be $175,000, paid in accordance with the Company’s normal payroll procedures. Your base salary shall be subject
to review at the end of each year of your employment, and any adjustment will be a function of performance, which I will evaluate and may be subject to approval of the Compensation Committee of the Board of Directors. 
 Incentive Bonus 
 Additionally, you will be entitled
to an annual incentive bonus of up to fifty percent (50%) of your base salary based on your meeting certain Management Business Objectives (MBOs) as are mutually agreed upon. You may also be eligible to receive a signing bonus of up to $10,000
in the event your current employer does not honor your quarterly compensation arrangement. 
 Stock Options 
 At a Compensation Committee Meeting (or sub-committee meeting) that will be held on your actual
start date, you will granted a stock option, which shall be, to the extent possible under the rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (as defined in
Section 422 of the Code) to purchase 250,000 shares of the Company’s Common Stock, at an exercise price equal to the then NASDAQ market price as of the close of the markets on the day of that meeting Twenty-five percent (25%) of the
shares subject to the above option shall vest one year after your start date and 1/48th of the shares subject to the option shall vest monthly
thereafter, so that the option shall be fully vested and exercisable four years from your start date, subject to your continued service to the Company on the relevant vesting dates. In all other respects the option shall be subject to the terms,
definitions and provisions of the Company’s Stock Plan and the stock option agreement by and between you and the Company, both of which documents are incorporated herein by reference. 
 Change of Control, Additional Accelerated Vesting and Related Items 
 In addition to the vesting schedule as set forth above, in the event you are terminated as a result of an Involuntary Termination other than for Cause or Disability within 12 months after a Change of Control, one
hundred percent (100%) of the shares subject to the above option shall be vested upon the date of such 








 
termination, provided that you sign a general release in a commercially customary form prescribed by the Company, which releases and discharges all known and
unknown claims that you may have against the Company or persons and entities affiliated with the Company, and a covenant not to sue or prosecute any legal action or proceedings based upon such claims. For the purposes of this paragraph, the
following terms shall have the following meanings: 
  

	 	A)	“Cause” shall mean 

  

	 	i)	Gross and willful failure to perform services; 

  

	 	ii)	Conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, if such felony either is work-related
or materially impairs your ability to perform services for the Company; 

  

	 	iii)	A material breach of fiduciary duty, including fraud, embezzlement, dishonesty or any intentional action that materially injures the Company as determined in good faith by the
Company’s Board of Directors; 

  

	 	iv)	Death; 

  

	 	v)	A material breach of the Confidential Information Agreement. 

 In all of the foregoing cases, the Company shall provide written notice to you indicating in reasonable detail the event or circumstances that constitute Cause under this Agreement and the Company will provide you with forty-five days to
cure such breach or failure prior to termination for Cause. During such 45-day cure period, the Company may place you on unpaid leave. 
  

	 	B)	“Change in Control” shall mean (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) who becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power
represented by the Company’s then outstanding voting securities, provided, however, that Change in Control shall not include any change resulting from any capital financings of the Company; or (ii) the consummation of the sale or
disposition by the Company of all or substantially all of the Company’s assets; or (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in
the voting securities of the company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent
(50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. 

  

	 	C)	“Disability” shall mean that you physically or mentally are unable regularly to perform your duties hereunder for a period in excess of sixty (60) consecutive days or
more than ninety (90) days in any consecutive twelve (12) month period. The Company shall make a good faith determination of whether you are physically or mentally unable to regularly perform your duties subject to its review and
consideration of any physical and/or mental health information provided to it by you. 

  

	 	D)	“Involuntary Termination” shall mean (i) without your express written consent, the substantial reduction your duties or responsibilities relative to your duties or
responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Vice
President of Company remains as such following a Change of Control and is not made the Vice President of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without your express written consent, a
material reduction by the Company in your base compensation as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits package is significantly reduced; (iv) your
relocation to a facility or a location more than 50 miles from your then present location, without your express written consent; (v) any purported termination of you by the Company which is not effected for death or Disability or for Cause; or
(vii) the failure of the Company to obtain the assumption of this agreement by any successors. 








 Noncompetition and Nonsolicitation 
 Additionally, for a period of one (1) year following the termination of your employment for any reason, you agree that you will not, directly or indirectly, (A) divert or attempt to divert from the Company
(or any Affiliated Company) any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers; or (B) solicit, hire, recruit, or employ any person or
entity who is employed by or has a contractual relationship with the Company, or encourage any person or entity who is employed by or has a contractual relationship with the Company to terminate their employment or contractual relationship with the
Company. 
 Benefit Plans 
 You shall be
entitled to participate, to the extent permitted by law, in the medical insurance plans and other benefits offered by the Company. You should note that the Company reserves the right to cancel or change the benefit plans and programs it offers to
its employees at any time. 
 Vacation and Sick Leave 
 You shall be eligible to receive two weeks of paid time-off per year, which, if unused, shall accrue in accordance with the Company’s standard benefit policies. You shall also be able to take up to five days of
paid sick leave per calendar year, which does not accrue and cannot be carried over from one calendar year to the next. 
 Start Date 
 We hope that you will be able to start with the Company as soon as possible. However, in any case your start date will be on or prior to August 1,
2007. 
 The Company is excited about your joining and looks forward to a beneficial and fruitful relationship. Nevertheless, you should be
aware that your employment with the Company is for no specific period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment
relationship with you at any time, with or without cause and with at least one-month notice. We request that, in the event of resignation, you give the Company at least one month’s notice. You understand and agree that neither your job
performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your employment with the Company. 
 Miscellaneous 
 For purpose of federal immigration
law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of your date of
hire, or our employment relationship with you may be terminated. This Agreement and all benefits due you hereunder shall inure to the benefit of, and be enforceable by, your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. 
 We also ask that, if you have not already done so, you disclose to the Company any and all
agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from
performing the duties of your position and you represent that such is the case. 
 You agree that you will not enter into any agreements with
another entity that requires you to be an employee or consultant, in name or duties, during your employment with the Company. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment,









 
occupation, consulting or other business activity directly related to the business in which the Company is now involved or become involved during the term of
your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and
that in performing your duties for the Company you will not in any way utilize any such information. 
 As a Company employee, you will be
expected to abide by Company rules and standards. You will be specifically required to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct with are included in the Company Handbook. As a condition of
your employment, you are also required to sign and comply with an Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made
during your employment at the Company, and non-disclosure of Company proprietary information. In the event of any dispute or claim relating to or arising out of your employment relationship, you and the Company agree that (i) any and all
disputes between you and the Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving any and all rights to a jury trial but all court remedies will be available in arbitration, (iii) all disputes shall be
resolved by a neutral arbitrator who shall issue a written opinion, (iv) the arbitration shall provide for adequate discovery, and (v) the Company shall pay all arbitration fees, excluding attorneys fees and legal costs. Please note that
we must receive your signed Agreement by your first day of employment. 
 This letter shall be governed by the internal substantive laws, but
not the choice of law rules, of the State of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this letter shall continue in full force and effect
without such provision. In the event that there is any conflict between this offer letter and your Stock Option Plan or Stock Option Agreement, this offer letter will govern. 
 To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below. A duplicate original is enclosed
for your records. This letter, along with any agreements relating to proprietary rights between you and the Company, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements including, but not
limited to, any representation made during your recruitment, interviews or pre employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a
written agreement signed by the Company’s Chief Executive Officer and you. This offer of employment will terminate if it is not accepted, signed and returned by August 1, 2007, or unless otherwise withdrawn by the Company prior to your
acceptance. 
 Jeffrey, we all look forward to working with you at Raining Data, and believe that your contributions will be significant in
moving the Company into its new market opportunities. 
 Best regards, 
 Carlton H. Baab 
 President & CEO 
 Raining
Data Corporation 
 AGREED AND ACCEPTED: 
  

							
	 /s/ Jeffrey L. Wong
	  		  	 June 12, 2007
	  	
	Jeffrey L. Wong	  		  	Date